HomeMy WebLinkAboutContracts & Agreements_12-2002_CCv0001.pdf AGREEMENT TO FURNISH PROFESSIONAL CONSULTING SERVICES
This Agreement is made and entered into this 29th day of January, 1-002,by and between the
City of Redlands, a municipal corporation (hereinafter"City")and Futternian and Associates, Inc.,
a California corporation. hereinafter("Consultant").
In consideration of the mutual promises and conditions hereinafter set forth, City and
Consultant hereby agree as follows:
ARTICLE I - ENGAGEMENT OF CONSULTANT
1.1 City hereby retains Consultant to conduct a multi-day"urban design workshop"for the City
and the Redlands community and perform associated professional consulting services
("Services"), all as more particularly described in Exhibit"A"which is attached hereto and
incorporated herein by this reference, in connection with the City's efforts to evaluate
development potential for the City's "downtown" area and its immediate environs.
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to high quality
provide hi ItY
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Services to the City at the level of competency presently maintained by other practicing
professional consultants in the industry who provide similar types of services.
ARTICLE 2 -RESPONSIBILITIES OF CITY
2.1 City will make provision for Consultant to enter upon City-owned property, as required by
Consultant to perform its Services.
2.2 City shall provide to Consultant geographic information systems(GIS)data and a digital 1-
meter
-meter orthophotography(from March 1998)with a maximum viewable scale of I"=3)00'of
the City's downtown area and the immediate environs. The contents of the GIS data shall
describe the physical characteristics of the area; elevations at 40 foot elevation contours;
street centerlines (includes some alleNAvays, but not all,) water distribution system (mains,
valves, meters, hydrants), sewer collection system (mains, laterals maintenance holes);
Zormig and land use. In addition, the GIS data shall specify the applicable land use and
zoning,
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2.3 City shall promptly report to the Consultant any defects or suspected defects in the
Consultant's Services of which City becomes aware, so that Consultant may take measures
to correct such defects at Consultant's cost,and minimize the consequences of such defects
to City. Failure by City to provide such notification within a reasonable time to Consultant
shall relieve Consultant of paying those costs of remedying the defects above the SLIM Such
remedy would have cost Consultant had the prompt notification been given.
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��4 2 City shall use its ts best efforts to reasonably support and assist Consultant, and render
decisions in a timely manner pertaining to documents submitted by Consultant, to avoid
unreasonable delay in the orderly and sequential progress of Consultant's Services.
2.5 City shall provide all workshop logistics including,without limitation,arranging the venue;
providing working dinner the Friday night before the workshop; providing workshop
furnishings, lighting,
power, food and beverages, and public notifications of the workshop.
ARTICLE 3 - PERIOD OF SERVICE
3.1 Consultant shall perform the Services in a diligent manner and in accordance with the time
line and schedule set forth in Exhibit "A." Time is expressly made "of the essence" in
connection with Consultant's provision of Services under this Agreement.
ARTICLE 4 -PAYMENTS TO THE CONSULTANT
4.1 The compensation to Consultant for the performance of the Services shall not exceed Twenty
Three Thousand ($23,000) Dollars.
4.2 Consultant shall bill City within ten days following the close of each month by submitting
an invoice indicating the Services performed, who performed the Services, and any
reimbursable costs to which Consultant may be entitled, including backup documentation.
Payments by City to Consultant shall be made within 30 days after City's receipt and
approval of Consultant's invoice,by warrant payable to Consultant.
4.3 All notices shall be given in writing and may be given by personal delivery or by mail.
Notices sent by mail shall be addressed as follows:
City Consultant
John Davidson, City Manager Marc Futterman, President
City of Redlands Futterman and Associates, Inc.
PO Box 3005 714 W. Olympic Blvd., Suite 701
Redlands, CA 92373 Los Angeles, CA 90015
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. In all other instances, notices shall be deemed given at the time of actual delivery.
Changes may be made in the names and addresses of the person to whom notices are to be
given by notice pursuant to this paragraph.
In - giving
Futterman
ARTICLE 5 -INSI.TRANCE AND INDEMNIFICATION
5.1 Consultant shall maintain worker's compensation insurance and,in addition,shall maintain
insurance to protect City from claims for damage due to bodily injury,personal injury and
death,and claims for injury to, or destruction of, property while performing the Sen4ces
required by this Agreement. Such public liability and property damage insurance shall b
in a minimum combined single limit of $1,000,0100, and $2,000,000 the ;aggregate.
Consultant shall maintain automobile liability insurance, and, in addition, shall maintain`
insurance to protect City from clams for damage due to bodily injury,personal injury and
death, and claims for injury to or destruction of tangible property whip performing the
Services required by this Agreement. Automobile liability shall be in a minim $500,000
blanket,and$50,„000 per occurrence. City shall be named as an additional insured under all
policies for public liability, property damage and comprehensive automobile liability and
professional liability insurance,and such insurance shall be primary with respect to City and
non.-contributing to any insurance or self-insurance maintained by City. Consultant shall
provide,City's Finance Director with certificates of insurance evidencing the insurance
coverage required by this Agreement prior to commencing the Services. No insurance
required under this paragraph shall be canceled or modified during the term of this
Agreement except upon thirty( 0) days prior written notice to City.
5.2 Consultant shall indemnify,hold harmless and defend City and its elected:officials,officers,
agents and employees from and against all claims, kiss, damage, charges or expense, to
which it or any of them may be put or subjected to the extent that they arise out of,or result
from., any willful or negligent act or actions, omission or failure to act on the part of
Consultant, its contractors, its suppliers, anyone directly or indirectly employed by any of
them, or anyone for whose negligent acts or omissions any of them maybe liable in the
performance of the Services required by this Agreement.
ARTICLE 6 - GENERAL CONSIDERATIONS
6.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees.
62 Consultant shall not assign any of the:Services required by this Agreement,except with the
prior written approval of City and in strict compliance with the terms and conditions of this
Agreement.
6.3 Consultants key personnel for the Project shall be Marc Futterman. Consultant agrees that
Mr. Futterman shall not be replaced without the prior consent of City.
6.4 All documents, records, drawings, designs, shall be prepared for the City in "hard" and
"digitized" versions, and all such documents and other electronic data files and databases
developed by Consultant pursuant to this Agreement shall become the property of City and
shall be delivered to City upon completion of the Services, or sooner upon the request of
City. Any reuse of such documents for other projects and any use of incomplete documents
will be at City's sole risk.
6.5 Consultant is for all purposes an independent contractor. All personnel employed or retained
by Consultant are for its account only, and in no event shall Consultant or any personnel
retained by it be deemed to have been employed by City or engaged by City for the account
of,or on behalf of,City. Consultant shall supply all tools and instrumentalities required by
it to perform the consulting Services described in this Agreement.
6.6 Nothing in this Agreement shall give Consultant authority with respect to any City decision
beyond the consulting Services described herein.
6.7 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
6.8 This Agreement may be terminated by City,without cause,by providing five(5) days prior
written notice to Consultant delivered by certified mail, return receipt requested.
6.9 Upon receipt of a termination notice, Consultant shall(1)promptly discontinue all services
affected,and(2)deliver or otherwise make available to City, copies(in both hard copy and
electronic form,where applicable), of any data,design calculations,drawings,specifications,
reports, estimates, summaries and such other information and materials as may have been
accumulated by Consultant in performing the Services required by this Agreement.
6.10 Consultant shall maintain books and accounts of all payroll costs and all expenses associated
with its performance of the Services. Such books shall be available at all reasonable times
for examination by City at the office of Consultant.
6.11 This Agreement, including the exhibits incorporated herein by reference, represents the
entire agreement and understanding between the parties as to the subject matter described
herein, and any prior negotiations, proposals or oral agreements are superseded by this
Agreement. Any amendment to this Agreement shall be in writing, approved by City
Council of signed City and by City and Consultant.
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6.12 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
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IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have signed
in confirmation of this Agreement.
City of Redlands Futterman and Associates, Inc.
("City") ("Consultant")
`7 By: e — By:
KARL N. (KASEY)HAWS MMRFU TERMAN
Mayor President
ATTEST:
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Fitv—C—Ia-, City of ds
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DETAILED DESCRIPTION OF SERVICE
EXHIBIT "A"
Consultant shallassist City(I) to establish a vision for a portion of downtown generally bounded
by Interstate 10 to the north,Texas Street to the west,Church Street to the east,and Olive and Citrus
Avenues to the south; (2) establish an urban design concept that expresses this vision through
principles and guidelines in order to link together the various parts of the downtown; and,3)within
this urban design framework determine a site for locating the proposed hotel project that is
synergistic with the expansion of the Krikorian cinema complex and other time sensitive activities
in the downtown.
Pre-Workshop Activities
A. Obtain from City all existing City documentation,development information and plans,
ion systems, and aerial
photographs, I
graphs, and computer aided design (CAD) geographic information
photographic information as set forth in Section 2.2.
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B. Consultant shall review all materials described in paragraph"A" above.
C. Consultant shall format base drawings for use in work-shop and post workshop
activities. Formatting activities in this task are limited to setting up computer aided design(CAD)
files, formatting the typical sheet including establishing the sheet size and layout, and title block,
D. Consultant shall work with City to develop a detailed pre-and post-workshop schedule
and workshop agenda. Due to the time sensitive nature of the Project,the workshop shall occur on
Friday,March 1 and Saturday,March 2, 2002,unless otherwise agreed upon in writing by City and
Consultant.
E. Consultant shall prepare and direct one(1)eight-hour work day in Redlands in advance
of the workshop, during which several focus meetings will be scheduled with participants, as
mutually determined between City and Consultant. Participants may include elected officials, City
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commissioners, stakeholders (e.g. property owners, business owners, developers), transit sei-vices
providers (e.g., Metrolink, Omnitrans) and City staff, among others. City will be responsible for
scheduling, meetings. Consultant shall prepare agendas and minutes for each focus meeting.
Consultant shall follow up with participants, to obtain requested materials or clarify participant
priorities, as needed.
F. Consultant and City shall mutually develop the preliminary goals and objectives
statement, and statement of intended products. The purpose of these statements will be to guide
City's negotiations with third parties with regard to real estate development in the downtown area.These preliminary statements will be used internally by City and Consultant to organize the work
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day focus meetings.
G. After the work day focus meetings, but prior to the workshop described above,
Consultant shall revise the goals and objectives and intended products statements as may be needed
and mutually agreed upon between City and Consultant.
H. In advance of the workshop, Consultant shall prepare the following:
• Site reconnaissance photography.
• Urban design analysis addressing such issues as land use; urban fabric;pedestrian and
vehicular circulation; regulatory framework; streetscape, landscape, and open space;
transit; and key features, among others.
• Community slide show to set the stage for the workshop.
• Comparable of urban hotel projects.
1. Consultant shall confer with City in City's preparation of workshop logistics.
Products: Review of information provided by City,format base drawings;prepare goals/objectives
and intended products statement; prepare agenda, attend, and prepare minutes for work day focus
meetings;prepare workshop materials; discuss workshop logistics with City.
Workshop Activities
A. Friday Morning: Consultant shall assist City in setting up the items of professional
practice at the workshop site.
B. Friday Afternoon and Evening: Consultant shall tour the project area with participants
and attend a working dinner,presentations, and discussions.
C. Saturday Morning and Afternoon: Consultant shall work at the workshop to achieve the
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intended goals/objectives and products.
Products: Leadership at the workshop to achieve workshop goals/objectives and intended products.
Consultant shall have no less than four(4)persons from its team participate in the Saturday portion
of the workshop and no less than two (2)persons participate in the Friday portion.
Post-Workshop Activities
A. Consultant shall prepare work-shop documentation in the form of a workbook. The
workbook shall include selected relevant materials produced prior to and during the workshop and
subsequent Consultant recommendations. Consultant recommendations shall address the
goals/objectives and intended products. Products may include any of the following which
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Consultant and City mutually agree best communicates the Consultant's recommendations:
• Concept diagram
• Urban design diagram
• Land use concept
• Traffic, parking and transit concept
• Streetscape concept, pedestrian circulation and open space concept
• Illustrative plan
• Sketches
• Note: graphics may include detailed concepts and/or illustrations for the recommended
hotel site.
B. Consultant shall submit the draft workbook for City review.
C. Consultant shall prepare the final workshop based on City revisions.
D. Consultant shall attend a maximum of two (2)meetings such as with City staff and/or
City Council to present the results of workshop.
Product: Draft workbook, Final Workbook and attendance at a maximum of two(2) meetings.
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